United States securities and exchange commission logo





                             March 13, 2023

       Andrew Milgram
       Chief Executive Officer
       Marblegate Capital Corp
       411 Theodore Fremd Avenue
       Suite 206S
       Rye, New York 10580

                                                        Re: Marblegate Capital
Corp
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted February
14, 2023
                                                            CIK No. 0001965052

       Dear Andrew Milgram:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-4

       General

   1.                                                   Please provide
information and an analysis under Section 3 of the Investment Company
                                                        Act of 1940 (the
Company Act   ) with respect to whether the Company is an investment
                                                        company within the
meaning of the Act. As part of your response, please identify and
                                                        explain (including a
detailed calculation on an unconsolidated basis) what assets held by
                                                        the Company are
"investment securities" for the purposes of Section 3 of the Company
                                                        Act, as well as
identifying the percentage of the value of the Company   s total assets that
                                                        are "investment
securities." Please note that we may refer your response to the Division
                                                        of Investment
Management for further review.
 Andrew Milgram
FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March2 13, 2023 Page 2
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FirstName LastName



2.       Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions.
Selected Definitions, page 2

3.       Consistent with your disclosure on page 111, please clarify here and
where appropriate
         throughout that the Special Committee is comprised of a sole member.
Did the MAC Board or the Special Committee obtain a third-party valuation or
fairness opinion
in determining whether or not to proceed, page 11

4.       We note your disclosure here and on page 116 that the consideration to
be paid for the
         DePalma Companies in the Business Combination pursuant to the Business
Combination
         Agreement was fair, from a financial point of view, to MAC. Please
include cautionary
         language noting that the fairness opinion addresses fairness to all
shareholders as a group
         as opposed to only those shareholders unaffiliated with the sponsor or
its affiliates.
Do I have redemption rights?, page 12

5.       We note that certain shareholders agreed to waive their redemption
rights. Please describe
         any consideration provided in exchange for this agreement.
What shall be the relative equity stakes of the Public Stockholders and the
DePalma security
holders in New MAC, page 15

6.       We note that your tables on page 16 and 17 disclose the ownership
interests in a no
         redemption scenario and in a max redemption scenario. Please revise to
also include an
         interim redemption scenario.
Who will be the officers and directors of New MAC if the Business Combination
is
consummated?, page 17

7.       Consistent with your disclosure on page 30, please disclose here or in
a separate Q&A
         that New MAC will enter into an agreement at the Closing with the
Manager pursuant to
         which the Manager will provide certain management services to New MAC
in exchange
         for a management fee.
What vote is required to approve the proposals presented at the Special
Meeting?, page 18

8.       Please revise to discuss here and on page 105 what percentage of
public shareholders need
         to vote in favor of the Business Combination Proposal in order to
approve the proposal.
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March3 13, 2023 Page 3
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         In that regard we note that your Sponsor, directors and officers have
agreed to vote any
         Common Stock owned by them in favor of the proposal.
The Parties to the Business Combination, page 24

9.       Please clarify what it means that you own medallions indirectly and
discuss the
         circumstances in which you have the right to acquire a medallion.
Please also briefly
         outline here or elsewhere the TLC ownership transfer approval process,
how long the
         process typically takes, any risks involved for approval not being
provided, and how you
         determined you have the legal right to ownership prior to such
approval. Further, disclose
         what number of the 1,070 NYC medallions are directly owned and what
number are not
         directly owned.
10.      Consistent with your disclosure on page 52, please disclose here that
in many instances
         with loans in your portfolio, you do not expect to recover on the full
amount of such a
         loan because you acquired the loans at a meaningful discount to its
unpaid principal
         balance through your historical portfolio acquisitions.
Consideration, page 25

11.      Please provide an illustrative example of the aggregate merger
consideration,
         including each material component, and an example of how the per share
consideration
         will be calculated so that investors can better understand the formula
as outlined.
Organizational Structure, page 28

12.      Please revise the ownership diagrams to to clearly show the ownership
interest percentage
         for each entity or group and the type of security conferring such
ownership. Separately
         show voting and economic interests if these percentages are different
for a given group or
         entity.
13.      Please revise your    Prior to the Business Combination
organizational diagrams to more
         clearly show that DePalma II owns a percentage of Septuagint, as
opposed to Septuagint
         owning a percentage of DePalma II. For example, move the Septuagint
box below
         DePalma II.
Following the Business Combination, page 29

14.      Please update the diagram to include the percentage of voting power
that MAC's current
         public shareholders will have following the business combination, as
well as the
         percentage of voting power for each of the other groups of
shareholders.
Management Services Agreement, page 30

15.      Consistent with your disclosure on page 151, please briefly disclose
here the management
         services that the Manager will provide following the Business
Combination, as well as the
         management fee with which it will be provided. Further disclose that
the Manager may
 Andrew Milgram
FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March4 13, 2023 Page 4
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FirstName LastName
         also earn an incentive fee based on the financial performance of New
MAC pursuant to a
         separate agreement to be entered into by New MAC and the Manager, and
discuss when
         you anticipate the New MAC Board will seek approval for such separate
agreement.
Risk Factors, page 51

16.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clearly explain the
steps, if any, the
         company will take to notify all shareholders, including beneficial
owners, regarding when
         the warrants become eligible for redemption. Also expand your
disclosure on page 211 to
         describe the method of such notification.
Under the MRP+, a "loan enhancement administrator" is required to release funds
from the
Reserve Fund, page 55

17.      We note that the body of this risk factor only discusses part of the
heading. Please expand
         the risk factor to discuss the risk if the Reserve Fund is depleted
without the City of New
         York making further appropriations to restore it, and how your
operations and loan
         portfolio may be impacted.
Increases in fuel, food, labor, energy, and other costs due to inflation and
other factors could
adversely affect our operating results, page 56

18.      We note your risk factor indicating that inflation could affect your
operating results.
         Please update this risk factor if recent inflationary pressures have
materially impacted
         your operations, and identify how your business has been affected.
.Decreases or increases in prevailing interest rates could adversely affect our
business, our cost
of capital and our net interest income, page 59

19.      Please expand your discussion of interest rates to specifically
identify the impact of rate
         increases on your operations and how your business has been affected.
For example,
         describe whether increased borrowing costs have impacted your
borrowers    ability to
         make timely payments.
The Proposed Charter will designate the Court of Chancery of the State of
Delaware as the sole
and exclusive forum, page 75

20.      We note that your risk factor discusses the additional costs you could
incur associated
         with resolving such action in other jurisdictions. Please also
describe the risk that the
         choice of forum provision may increase the costs for shareholders to
bring a claim.
Resales of the shares of our securities could depress the market price of our
securities, page 82

21.      Please revise this risk factor to clarify, if true, that it is
referring to the registration rights
         agreement.
 Andrew Milgram
FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March5 13, 2023 Page 5
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FirstName LastName
MAC's directors, executive officers, advisors or their affiliates may take
actions, which may
influence the vote on the Business Combination, page 85

22.      We note the statement that at any time prior to the Special Meeting
during which they are
         not aware of any non-material public information about MAC or its
securities, MAC   s
         directors, executive officers, advisors or their respective affiliates
may purchase shares in
         privately negotiated transactions or in the open market either prior
to or following the
         completion of the Business Combination. Please provide us your
analysis as to how such
         potential purchases would comply with Rule 14e-5.
The Background of the Business Combination, page 107

23.      Please clarify whether any persons responsible for negotiating the
agreements on behalf of
         MAC or DePalma are accepting any position or remuneration from any
party in
         connection with this transaction, including payments for managing the
company following
         the acquisition. If a negotiator is accepting a position with the
company, including as a
         director, please revise to address whether this was a negotiated item,
who negotiated it,
         and discuss how terms were set.
24.      We note your disclosure on page 13 that the Sponsor and the officers
and directors of
         MAC have agreed to waive their redemption rights with respect to their
Founder Shares
         and any Public Shares that they may have acquired during or after the
IPO in connection
         with the completion of MAC   s business combination. Please disclose
the negotiation of
         any arrangements whereby any shareholder agreed to waive its
redemption rights.
Description of negotiation process with DePalma, page 109

25.      We note your disclosure that the October 21, 2022 meeting was attended
by
         representatives of EGS. Please clarify who is EGS.
26.      We note your disclosure that between November and January 2022,
representatives of
         MAC engaged in multiple calls with DePalma and the various advisors to
discuss a
         potential business combination between DePalma and MAC. Please clarify
that the
         calls were between November 2022 and January 2023, and also identify
the various
         advisors that were involved in the discussions.
27.      We note your disclosure here that in the two years prior to its
engagement, neither MAC
         nor DePalma received services from Huron for which Huron received
compensation.
         Consistent with your disclosure on page 125, please disclose that in
the two years
         preceding the date of Huron   s opinion, Huron was engaged to provide
due diligence
         services to a portfolio company of MAM, and Huron received
compensation for such
         services during such period. Please also disclose the amount of such
prior compensation.
Description of the Business Combination, page 144

28.      Please revise to clearly describe each transaction that will occur
during the
 Andrew Milgram
FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March6 13, 2023 Page 6
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FirstName LastName
         Reorganization.
Information About DePalma, page 158

29.      Noting the impact of the value of taxi medallions on your financial
results, please revise to
         provide information about the market to buy and sell taxi medallions.
For example,
         describe the type and number of markets available (e.g. - public,
over-the-counter, etc.),
         provide relevant information about medallion auctions, discuss the
volatility in medallion
         prices including disclosing the high and low prices observed during
each period presented
         and the price at each period end, etc.
30.      We note disclosure here and throughout your filing about your
dedicated taxi cab fleet of
         142 taxicabs managed by Septuagint Solutions, LLC. Please revise to
clarify if these
         taxicabs are owned and controlled by DePalma and, if so, please tell
us where they are
         recognized in the DePalma financial statements.
Owned Medallions - Fleet and Leasing, page 164

31.      We note you refer to Septuagint as your operating subsidiary.
Considering that you do not
         consolidate Septuagint, please revise to more clearly disclose your
relationship with this
         entity, including the nature and terms of any agreements, the extent
of your control over
         its governance or management, and the identity of the unaffiliated
strategic partner that
         owns the remaining 50%.
Management and Servicing, page 166

32.      We note your disclosure that you rely on your Manager for certain key
services related to
         the operation of your business and that New MAC will enter into a
management services
         agreement with the Manager to continue to provide services after the
business
         combination. Please tell us if you have recognized any expenses in the
DePalma financial
         statements for the cost incurred by the Manager on behalf of DePalma.
If not, please tell
         us how you considered the guidance in ASC 220-10-S99-3. Lastly, please
tell us how you
         considered whether the impact of the management services agreement
will be included in
         your pro forma financial information.
DePalma's Executive Compensation, page 169

33.      Please provide the executive compensation disclosures required by Item
18(a)(7) of Form
         S-4 and Item 402 of Regulation S-K. Note that Item 402(m)(1) provides
that: "This Item
         requires clear, concise and understandable disclosure of all plan and
non-plan
         compensation awarded to, earned by, or paid to the named executive
officers designated
         under paragraph (m)(2) of this Item, and directors covered by
paragraph (r) of this Item,
         by any person for all services rendered in all capacities to the
smaller reporting company
         and its subsidiaries, unless otherwise specifically excluded from
disclosure in this Item.
         All such compensation shall be reported pursuant to this Item, even if
also called for by
         another requirement, including transactions between the smaller
reporting company and a
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March7 13, 2023 Page 7
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FirstName LastName
         third party where a purpose of the transaction is to furnish
compensation to any such
         named executive officer or director."
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
DePalma, page 170

34.      Please revise to disclose the key terms of the payment holiday for
installment sales
         contracts implemented by DePalma II from February 2020 to April 2022.
Specifically,
         explain how interest was treated on the loans during the payment
holiday and the impact it
         had on your financial results and trends.
Changes in Interest Rates, page 172

35.      Please revise to discuss the ways you may seek to mitigate the impact
of increased interest
         rates on your business and financial results.
Net realized and unrealized gains on investment transactions, page 174

36.      Please revise to provide additional information related to the amount
of realized gains
         recognized each year. For example, discuss the number of transactions
each year, the
         average gain per transaction each year and the underlying reasons for
changes and trends.
         Please make similar revisions related to DePalma II, if material.
37.      Please revise to provide additional information related to the amount
of unrealized gains
         recognized each year. For example, discuss the variability in the
inputs that resulted in the
         change in fair value and the underlying factors that caused the change
in the input (e.g.
         increase in interest rates, increase in fair value of medallions,
etc.). Please make similar
         revisions related to DePalma II if material.
Executive Officer and Director Compensation, page 188

38.      We note your disclosure on page 189 that "After the completion of our
initial business
         combination, directors or members of our management team who remain
with us may be
         paid consulting or management fees from the combined company. All of
these fees will
         be fully disclosed to stockholders, to the extent then known, in the
tender offer materials
         or proxy solicitation materials furnished to our stockholders in
connection with a proposed
         initial business combination." Since this prospectus comprises the
materials that will be
         furnished to your stockholders in connection with the proposes
business combination,
         please update your disclosure accordingly.
Committees of the Board of Directors, page 189

39.      We note your disclosure on page 59 that you are exposed to data and
cybersecurity risks
         as a result of your reliance on third-party service providers. To the
extent cybersecurity
         risks are material to your business, please disclose here or in
another appropriately
         captioned section the nature of the board   s role in overseeing your
cybersecurity risk
         management, the manner in which the board will administer this
oversight function and
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March8 13, 2023 Page 8
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FirstName LastName
         any effect this will have on the board   s leadership structure.
Beneficial Ownership of Securities, page 208

40.      Please provide the natural person(s) who have voting and dispositive
control over the
         shares owned by The Farallon Funds.
DePalma Acquisition I LLC
Report of Independent Registered Public Accounting Firm, page F-24

41.      Noting your disclosure on page 168 that your principal corporate
office is located in
         Connecticut, please tell us why the auditor   s report is issued from
the Cayman Islands.
Note 1. Organization, page F-33

42.      We note your disclosure that the consolidated Trusts were established
to issue certificates
         and notes. Please address the following:
             Tell us if the Trusts are variable interest entities (VIEs) and
provide us financial
             information for the Trusts for each period presented.
             Provide us an accounting analysis detailing how you considered
whether to
             consolidate the Trusts. Specifically, tell us how you considered
the guidance in ASC
             946-810-45.
             Tell us where the certificates and notes are presented in the
Statements of Assets and
             Liabilities and revise your disclosure as appropriate.
Note 2. Significant Accounting Policies, page F-34

43.      We note your disclosure here and similar disclosure in the financial
statement notes for
         Depalma II that both entities follow the accounting and reporting
guidance applicable to
         investment companies in ASC 946. Please address the following for both
companies
         separately unless otherwise noted:
             Please provide us with an accounting analysis detailing how you
considered each
             specific criteria in paragraphs ASC 946-10-15-4 through 15-9 and
the
             Implementation Guidance in ASC 946-10-55 in your assessment of
investment
             company status.
             Please tell us if your business purpose and substantive activities
include realizing
             capital appreciation. If so, please explain your exit strategy to
realize the capital
             appreciation of your investments. Refer to ASC 946-10-55-7.
             We note the various activities performed by DePalma I and II,
including:
               o   negotiating and overseeing the origination, structuring,
restructuring and
                   workout of taxi-medallion loans,
               o   the foreclosure and repossession of taxi medallions,
               o   the redeployment of the medallions over time into the NYC
medallion lending
                   market or leasing them to your dedicated taxi cab fleet, and
               o   its investment and related operating activities with
Septuagent.
         Please tell us how you considered whether the performance of these
diverse activities is
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
March9 13, 2023 Page 9
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FirstName LastName
         consistent with the requirement in ASC 946-10-15-6.a.2 that the only
substantive
         activities of an investment company are investing of investor funds
solely for returns from
         capital appreciation, investment income, or both. We also note
disclosure that the
         Manager evaluates the operating performance of the DePalma Companies
 which suggests
         that the companies may operating companies.
             Please tell us how you considered whether DePalma II holding
installment sale
              contracts receivable (i.e. new car loans) and promissory notes
receivable, which are
              not held at fair value, is consistent with the requirement in ASC
946-10-55-4 that an
              investment company should not have significant assets other than
those relating to its
              investing activities. Additionally, please tell us if you believe
holding taxi
              medallions is considered an investing activity.
             Please tell us how you considered whether activities performed by
DePalma I and II,
              including foreclosure and obtaining control of taxi medallions
and the redeployment
              of the medallions over time into the NYC medallion lending market
or leasing to
              your dedicated taxi cab fleet, are consistent with the
requirement in ASC 946-10-15-
              6.b that the entity or its affiliates do not obtain or have the
objective of obtaining
              returns or benefits from an investee or its affiliates that are
not normally attributable
              to ownership interests or that are other than capital
appreciation or investment
              income.
Investment Transactions, page F-35

44.      We note your disclosure that realized gains and losses from investment
transactions are
         generally recorded on an average cost basis. Please tell us why you do
not use the specific
         identification method considering that each loan has a specific Loan
ID.
Valuation of Investments, page F-35

45.      Please tell us how you considered whether MRP+ loans and Non-MRP+
loans are
         separate classes of assets for fair value disclosure purposes. If you
believe they are a
         single class, please tell us how you considered the apparent
significantly different risks
         and sources of cash flows of each type of loan noting your disclosure
that substantially all
         non-MRP+ loans are in default and non-performing. Also, tell us if you
used different
         valuation techniques for MRP+ and Non-MRP+ loans and how you
considered this fact in
         your determination. Refer to ASC 820-10-50-2 for guidance.
46.      We note your disclosure that for the taxi medallion loan portfolio, a
valuation
         methodology consistent with the income approach (value indicated by
the present value of
         current market expectations about future cash flows or earnings) in
conjunction with the
         market approach (value is indicated by prices or other relevant
information reflective of
         medallion market transactions) is utilized for estimating fair value.
Please address the
         following:
             Please revise to provide more specificity regarding the valuation
technique used
              related to the market approach.
             Please revise to provide more specificity regarding how the
indications of fair value
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
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March      NameMarblegate Capital Corp
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              observed by both valuation techniques are considered and how the
point within the
              range of fair value is selected as being most representative of
the fair value in the
              circumstances.
                Please revise to discuss how capitalization rate is calculated
and used as an input in
              the valuation technique to measure fair value of a loan.
Note 3. Fair Value Measurements, page F-36

47.      Please revise the tables on page F-38 to also disclose the valuation
technique related to
         each unobservable input.
48.      Please revise to separately disclose the amount of repayments and
distributions in the
         reconciliations on the top of page F-38.
49.      Please revise to discuss what distributions of investments represent.
Note 4. Risk Management, page F-39

50.      Please revise to separately disclose the carrying value of loan
assignments and
         participations at period end and clarify your accounting policies.
DePalma Acquisition II LLC
Consolidated Statements of Cash Flows, page F-47

51.      Please tell us the authoritative guidance you considered to present
cash flows related to
         installment sale contracts receivable and promissory notes receivable
as operating
         activities.
Investment in Septuagint, page F-50

52.      Please provide us your accounting analysis detailing how you
considered whether you
         were required to consolidate Septuagint. Please tell us how you
considered your right to
         exercise governance control in your determination and clarify for us
the governance
         control rights you have. Please refer to ASC 946-810 for guidance.
53.      Please revise to disclose how you account for your 50% equity interest
in Septuagint. If
         you use the equity method, please tell us where your equity method
income is presented in
         your statements of operations and disclose the information required by
ASC 323-10-50.
         Please refer to ASC 946-323 for guidance.
54.      Please tell us how you considered if Septuagint meets the definition
of an affiliate and
         related party. If so, please disclosure all the information required
by ASC 850 and Rule 4-
         08(k) of Regulation S-X.
Note 1. Organization, page F-50

55.      We note your disclosure that DePalma II invested in numerous wholly
owned limited
         liability companies (   Mini-LLCs   ) and the Mini-LLCs have been
consolidated. Please
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FirstName
MarblegateLastNameAndrew  Milgram
            Capital Corp
Comapany
March      NameMarblegate Capital Corp
       13, 2023
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         address the following:
             Tell us if the Mini-LLC   s are VIEs and provide us financial
information for the Mini-
             LLCs for each period presented.
             Provide us an accounting analysis detailing how you considered
whether to
             consolidate the Mini-LLCs. Specifically, tell us how you
considered the guidance in
             ASC 946-810-45.
Note 2. Significant Accounting Policies, page F-51

56.      We note you recognized $5.1 million in installment sale contracts
receivable at December
         31, 2021. Please address the following:
             Please revise to disclose your accounting policies related to your
installment sale
              contracts receivable.
             If you account for them in accordance with ASC 310, please tell us
why you do not
              recognize an allowance for credit losses. Please disclose the
information required by
              ASC 310-50 and ASC 320-50.
             Noting your disclosure that DePalma II implemented a payment
holiday beginning
              February 2020 which lasted through April 30, 2022, please tell us
how you
              considered whether the receivables were in the scope of ASC
310-40.
             Please tell us how you considered if the loans should be
considered investments from
              an Investment Company perspective. If they are not considered
investments and
              measured at fair value, please tell us why loans held by DePalma
I are considered
              investments.
Note 3. Fair Value Measurements, page F-53

57.      Please revise the tables on page F-55 to also disclose the valuation
technique related to
         each unobservable input.
58.      Please revise to disclose the low and high price of a taxi medallion
as of December 31,
         2020, or revise to clarify why you disclose "N/A". Also, please tell
us why market
         medallion price was not an unobservable input in the measurement of
taxi medallions as
         of December 31, 2021, or revise as appropriate. Please make similar
revisions to the
         corresponding disclosure for DePalma I on page F-38.
Valuation of Investments, page F-53

59.      Please revise to discuss how capitalization rate is calculated and
used as an input in the
         valuation technique to measure the fair value of a taxi medallion.
Note 7. Risk Management , page F-56

60.      We note your disclosure that DePalma II relies heavily on Field Point
Servicing, LLC for
         most of the day-to-day servicing of the taxi medallion loans
collateral. Please revise to
         clarify the relevance of this disclosure considering that DePalma II
does not recognize any
         taxi medallion loans on the financial statements.
 Andrew Milgram
Marblegate Capital Corp
March 13, 2023
Page 12
Note 9. Related Party Transactions, page F-57

61.      We note your disclosure in Note 5 that Septuagint, as agent on behalf
of the Mini-LLCs,
         enters into installment sales contracts with taxi drivers. We also
note your disclosure here
         that Septuagint remits payments to DePalma II on the installment sale
contracts and that
         there were no payments made by Septuagint for the installment sales
contracts during the
         year ended December 31, 2021. Please tell us in detail and revise to
clarify if no
         payments were made by Septuagint because no loan payments were made by
taxi drivers
         or because Septuagint failed to remit the payments. Please clarify the
impact of this on
         your financial statements.
62.      Please provide us all the facts and circumstances related to the
process to originate an
         installment sales contract focusing on Septuagint   s role in the
process. Specifically, detail
         the legal rights and obligations of Septuagint, who the legal creditor
is with the taxi driver
         and who the legal counter-party is with DePalma II. Please discuss
Septuagint   s
         obligations related to collecting and remitting taxi driver loan
payments.
        You may contact Michael Volley at 202-551-3437 or Amit Pande,
Accounting Branch
Chief, at 202-551-3423 if you have questions regarding comments on the
financial statements
and related matters. Please contact John Stickel at 202-551-3324 or John Dana
Brown, Acting
Legal Branch Chief, at 202-551-3859 with any other questions.



FirstName LastNameAndrew Milgram                                Sincerely,
Comapany NameMarblegate Capital Corp
                                                                Division of
Corporation Finance
March 13, 2023 Page 12                                          Office of
Finance
FirstName LastName